SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 29th, 2014 • Valor Gold Corp. • Retail-eating places • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of January [__], 2014, is by and among Valor Gold Corp., a Delaware corporation (the “Parent”), Vaporin Florida, Inc., a Florida corporation (the “Company”), the shareholders of the Company (the “Common Shareholders”), the holders of the Company's Series A Preferred Stock (the "Preferred Shareholders") and the holders of outstanding debt of the Company (the “Debt Holders, and, collectively with the Common Shareholders and the Preferred Shareholders, the “Shareholders” and each a “Shareholder”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • January 29th, 2014 • Valor Gold Corp. • Retail-eating places • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) of Valor Gold Corp. (the “Company”). The Company is conducting a private placement (the “Offering”) of [____] its securities at a purchase price of Ten Cents ($0.10) per share (the “Purchase Price”). Each Subscriber shall have the option to elect to purchase either (i) shares of the Company’s common stock (the “Common Stock”), par value $0.0001 per share or (ii) at the election of any purchaser who would, as a result of purchase of the shares of Common Stock become a beneficial owner of five (5%) percent or greater of the outstanding Common Stock of the Company, shares of the Company’s newly designated Series B Preferred Stock, par value $0.0001 per share, which is convertible into one (1) share of Common Stock, with such rights and designations as set forth in the form of Certificate of Designation, attached hereto as Exhibit A, (the
